--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-270509" form_type: "8-K" ticker: "PR" cik: "0001658566" company_name: "Permian Resources Corp" filed_at: "2023-11-03T23:59:59+00:00" generated_at: "2026-06-08T22:29:25.875848+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Permian Resources completes acquisition of Earthstone; ~211M shares issued, exchange ratio 1.446 ## Summary - Acquisition closed Nov 1, 2023; each Earthstone share exchanged for 1.446 Permian Resources shares. - Permian Resources issued ~211M shares; Earthstone common stock delisted from NYSE. - Board appointed Robert J. Anderson and Frost W. Cochran effective closing date; assumed Earthstone LTIP share reserve. - Supplemental indentures assumed Earthstone's $550M 8.000% notes due 2027 and $500M 9.875% notes due 2031. - Registration rights agreement filed with six-month lock-up for certain holders on Permian securities. ## SEC filing metadata - accession: 0001193125-23-270509 - form_type: 8-K - ticker: PR - cik: 0001658566 - company_name: Permian Resources Corp - filed_at: 2023-11-03T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1658566/000119312523270509/0001193125-23-270509-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1658566/000119312523270509/d559460d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-270509 - JSON: https://secwatch.observer/filing/0001193125-23-270509.json - Plain text: https://secwatch.observer/filing/0001193125-23-270509.txt ## Key facts - Executive change Frost W. Cochran was appointed as Director at Permian Resources Corp. - Action: appointed - Role: Director source text: the board of directors of the Company (the “Board”) appointed Robert J. Anderson and Frost W. Cochran to the Board, effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1658566/000119312523270509/0001193125-23-270509-index.htm - Executive change Robert J. Anderson was appointed as Director at Permian Resources Corp. - Action: appointed - Role: Director source text: the board of directors of the Company (the “Board”) appointed Robert J. Anderson and Frost W. Cochran to the Board, effective as of the Closing Date. evidence_url: https://www.sec.gov/Archives/edgar/data/1658566/000119312523270509/0001193125-23-270509-index.htm - Material Agreements Permian Resources Corp entered into Seventh Amended and Restated Limited Liability Company Agreement of Permian OpCo with Permian OpCo members valued at Seventh A&R LLC Agreement providing for redemption rights of members, exchangeable for shares or cas (effective 2023-11-01). - Action: entry - Agreement: merger - Counterparty: Permian OpCo members - Value: Seventh A&R LLC Agreement providing for redemption rights of members, exchangeable for shares or cas - Effective: 2023-11-01 source text: In connection with the transactions contemplated by the Merger Agreement (the “Transactions”), at the time of the consummation of the Transactions (the “Effective Time”), the Sixth Amended and Restated Limited Liability Company Agreement of OpCo, dated as of September 1, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, together with all schedules, exhibits and annexes thereto) was amended and restated in its entirety to, among other things, provide for the admittance of holders of Earthstone OpCo Units (as defined below) as members (as amended and restated, the “Seventh A&R LLC Agreement”). evidence_url: https://www.sec.gov/Archives/edgar/data/1658566/000119312523270509/0001193125-23-270509-index.htm - Material Agreements Permian Resources Corp entered into Second Supplemental Indenture - 8.000% Senior Notes due 2027 with U.S. Bank Trust Company, National Association valued at Second supplemental indenture pursuant to which Permian OpCo assumed obligations of EEH under indent (effective 2023-11-01). - Action: entry - Agreement: credit facility - Counterparty: U.S. Bank Trust Company, National Association - Value: Second supplemental indenture pursuant to which Permian OpCo assumed obligations of EEH under indent - Effective: 2023-11-01 source text: In connection with the Transactions, on the Closing Date, the Company, Permian OpCo, and certain subsidiaries of Permian OpCo entered into (i) a second supplemental indenture with U.S. Bank Trust Company, National Association., as trustee (the “Earthstone Trustee”), pursuant to which Permian OpCo has agreed to assume all of the obligations of EEH, the Company has agreed to assume all of the obligations of Earthstone and to guarantee Permian OpCo’s assumed obligations thereunder, and the existing subsidiary guarantors under the Company Indentures (as defined below) (the “PR Guarantors”) have agreed to guarantee such obligations, under that certain indenture, dated as of April 12, 2022 relating to EEH’s 8.000% Senior Notes due 2027 in an aggregate principal amount of approximately $550 million evidence_url: https://www.sec.gov/Archives/edgar/data/1658566/000119312523270509/0001193125-23-270509-index.htm - Material Agreements Permian Resources Corp entered into Fourth Supplemental Indenture to Exchangeable Notes Indenture with UMB Bank, N.A. valued at Fourth supplemental indenture to the Exchangeable Notes Indenture dated March 19, 2021 pursuant to w (effective 2023-11-01). - Action: entry - Agreement: credit facility - Counterparty: UMB Bank, N.A. - Value: Fourth supplemental indenture to the Exchangeable Notes Indenture dated March 19, 2021 pursuant to w - Effective: 2023-11-01 source text: Additionally, in connection with the Transactions, on the Closing Date, the Company, Permian OpCo, the PR Guarantors and the subsidiaries of Permian OpCo acquired in connection with the Transactions (collectively, the “New Subsidiary Guarantors”) entered into (i) a fourth supplemental indenture to that certain Indenture, dated March 19, 2021 (as supplemented, the “Exchangeable Notes Indenture”) with UMB Bank, N.A., as trustee (the “UMB Trustee”), pursuant to which the New Subsidiary Guarantors have agreed to guarantee the obligations under the Exchangeable Notes Indenture evidence_url: https://www.sec.gov/Archives/edgar/data/1658566/000119312523270509/0001193125-23-270509-index.htm - Material Agreements Permian Resources Corp entered into Registration Rights Agreement with Holders valued at Registration Rights Agreement requiring company to register shares for resale and file a registratio (effective 2023-11-01). - Action: entry - Agreement: merger - Counterparty: Holders - Value: Registration Rights Agreement requiring company to register shares for resale and file a registratio - Effective: 2023-11-01 source text: On August 21, 2023, concurrently with the execution of the Merger Agreement, and to be effective upon the Closing Date, the Company entered into the Registration Rights Agreement (the “Registration Rights Agreement”), by and among the Company and each of the parties listed on the signature pages thereto (each such party, a “Holder” and, collectively, the “Holders”). evidence_url: https://www.sec.gov/Archives/edgar/data/1658566/000119312523270509/0001193125-23-270509-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.